EXHIBIT 10.3

                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE


     This Settlement Agreement and Mutual Release (this "Agreement") is executed
as of July __, 2007, by and among Triarc Companies, Inc., a Delaware corporation
("Triarc");  Arby's  Restaurant  Group,  Inc.,  a  Delaware  corporation  and an
indirect wholly owned subsidiary of Triarc ("ARG");  Arby's  Restaurant,  LLC, a
Delaware limited  liability  company and a direct wholly owned subsidiary of ARG
("Arby's");  and Russell V.  Umphenour,  Jr.,  Dennis E.  Cooper and J.  Russell
Welch, as the RTM Representatives.

                                    RECITALS

     Disputes and differences  have arisen among the parties with respect to the
post-closing  adjustments required by Section 2.09 of that certain Agreement and
Plan of Merger (as  amended,  supplemented  or otherwise  modified  from time to
time,  the "Merger  Agreement"),  dated as of May 27, 2005, by and among Triarc;
Arby's  Acquisition Co., a Georgia  corporation;  Arby's;  RTM Restaurant Group,
Inc., a Georgia  corporation;  and the RTM  Representatives.  The parties hereto
have agreed to execute this  Agreement in full and complete  settlement  of such
disputes  and  differences.  Capitalized  terms used  herein  and not  otherwise
defined shall have the meanings ascribed to them in the Merger Agreement.

                             SETTLEMENT AND RELEASE

     The parties hereto hereby agree as follows:

     In full settlement of all amounts owed by Triarc to the RTM Representatives
for distribution by them pro rata to the RTMRG Shareholders  pursuant to Section
2.09  of  the  Merger  Agreement  (including  any  and  all  interest  thereon),
simultaneously  with the execution and delivery of this Agreement,  Triarc shall
cause ARG to deliver to the RTM  Representatives,  for  distribution by them pro
rata  to  the  RTMRG  Shareholders,   as  an  increase  to  the  Aggregate  Cash
Consideration,  cash (by wire  transfer of  immediately  available  funds) in an
amount equal to $1,600,000 (the "Adjustment Amount").

     Effective upon the RTM  Representatives'  receipt of the Adjustment Amount,
each of Triarc and ARG, on the one hand, and the RTM  Representatives,  in their
capacities as such and in their  capacities as RTMRG  Shareholders and on behalf
of all other  RTMRG  Shareholders,  on the other  hand,  do hereby  release  and
forever  discharge  each  other of and from all  manner  of  actions,  causes of
action, suits, debts, interest,  expenses,  liabilities,  obligations,  damages,
judgments,  claims and demands of any kind or nature, in law or in equity, known
or unknown,  existing  or arising in the future,  whether or not damages are now
accrued  or  ascertainable  which  either  ever had,  now has or may have in the
future  against  the  other,  for,  upon,  or by reason  of any  matter or cause
whatsoever relating to or arising out of Section 2.09 of the Merger Agreement.

     This  Agreement  is binding  upon and inures to the  benefit of all parties
hereto,  their  successors and assigns.  This  Agreement  shall be construed and
interpreted in accordance with the laws of New York.

     This  Agreement  sets forth the entire  agreement  among the  parties  with
respect  to the  specific  subject  matter  hereof,  and  supersedes  all  prior
agreements and representations between them with respect to the specific subject
matter hereof,  whether  written or oral.  This Agreement may be changed only in
writing, signed by authorized representatives of the parties hereto.

     This  Agreement  is  executed  and  delivered  by the  RTM  Representatives
pursuant to Section 12.17 of the Merger Agreement.


                   [Signatures appear on the following page.]



     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                               TRIARC COMPANIES, INC.


                               By: /s/FRANCIS T. MCCARRON
                                   --------------------------------------
                                   Name: Francis T. McCarron
                                   Title: Executive Vice President & CFO

                               ARBY'S RESTAURANT, LLC


                               By: /s/STUART ROSEN
                                   --------------------------------------
                                   Name: Stuart I. Rosen
                                   Title: Senior Vice President and Secretary

                               ARBY'S RESTAURANT GROUP, INC.


                               By: /s/STUART ROSEN
                                   --------------------------------------
                                   Name:  Stuart I. Rosen
                                   Title: Senior Vice President and Secretary

                               RTM REPRESENTATIVES:


                               /s/ RUSSELL V. UMPHENOUR, JR.
                               ------------------------------------------
                               Russell V. Umphenour, Jr.

                               /s/DENNIS E. COOPER
                               ------------------------------------------
                               Dennis E. Cooper

                               /s/J. RUSSELL WELCH
                               ------------------------------------------
                               J. Russell Welch